EXHIBIT 10.52
THIRD AMENDMENT TO LEASE
This Third Amendment to Lease (hereinafter referred to as the "Third
Amendment") is made as of the 26th day of April, 1996 by and between Teachers
Retirement System of the State of Illinois (hereinafter referred to as the
"Lessor") and Xxxxxx Distribution, a Division of Xxxxxx Products, Ltd., a
Delaware corporation (hereinafter referred to as "Lessee").
RECITALS
A. Vantage Properties, Inc., a Texas corporation (hereinafter referred
to as the "Original Lessor") and Lessee entered into that certain Commercial
Lease Agreement (hereinafter referred to as the "Commercial Lease") dated as of
July 1,1987 as amended by First Amendment to Lease (hereinafter referred to as
the "First Amendment") dated as of December 29,1987 and further amended by
Second Amendment to Lease (hereinafter referred to as the "Second Amendment")
dated as of June 25, 1991 (the Commercial Lease, the First Amendment and Second
Amendment are hereinafter collectively referred to as the "Lease") for certain
space known as 0000 Xxxxx Xxxxx, Xxxxx 000, Xxxx Xxxxxxx, Xxxxxxxx (hereinafter
referred to as the "Leased Premises").
B. The Original Lessor has heretofore assigned its right, title and
interest in the Lease to Lessor. Lessor has received and is holding for the
benefit of Lessee a security deposit in the amount of $5,000.00 in accordance
with Section 3 (b) of the Lease. Lessee has paid all amounts heretofore coming
due under the Lease, and to the best of Lessor's knowledge, Lessee is in full
compliance with all terms of the Lease as of the date hereof.
X. Xxxxxx and Lessee now desire to further amend the Lease and its
Amendments as more fully described herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties agree as follows:
1. Recitals. The recitals set forth above are incorporated as
though fully contained herein.
2. Amendments. Effective April 1,1996 (hereinafter referred to as
the "Effective Date") the Lease shall be amended as follows:
A. Section 2 A and Revised Exhibit "A" of the Second Amendment is
amended by deleting "approximately "86,172" and substituting the original square
footage, "approximately 100,925" square feet in lieu thereof.
B. Section 2 B of the Second Amendment is deleted and the following is
inserted in lieu thereof:
The term of this Lease (hereinafter referred to as the "Term") shall
commence on April 1,1996 (hereinafter referred to as the "Commencement
Date") and shall terminate on December 31, 2001 (hereinafter referred
to as the "Termination Date").
C. Section 2 C of the Second Amendment is deleted and the following is
inserted in lieu thereof:
Period Rate Monthly Rental Annual Rental
------ ---- -------------- -------------
04/01/96 - 12/31/96 $3.00 Triple Net $25,231.25 $302,775.00
01/01/97 - 12/31/97 $3.25 Triple Net $27,333.85 $328,006.25
01/01/98 - 12/31/99 $3.35 Triple Net $28,174.89 $338,098.68
01/01/00 - 12/31/00 $3.40 Triple Net $28,595.42 $343,145.00
01/01/01 - 12/31/01 $3.45 Triple Net $29,015.94 $348,191.25
D. Section 2 D of the Second Amendment is amended by deleting
"fifty-one and twenty-four one-hundredth percent (51.24%)" and inserting "sixty
percent (60%)" in lieu thereof.
E. Section 2 E of the Second Amendment is amended by deleting the
Lessor's address and inserting the following in lieu thereof: "Property &
Facility Management Group, L.L.C., 00 Xxxxx Xxxxxxxx Xxxxxx - Xxxxx 000,
Xxxxxxx, Xxxxxxxx 00000".
F. Section(s) 2 F, 3, and 7 of the Second Amendment are deleted in
their entirety.
3. Lessor's Work. Lessor agrees to pay directly or reimburse Lessee for
a "tenant improvement allowance" of $25,000.00, less those items paid directly
by Lessor, within ten (10) days after receipt of an invoice and appropriate Lien
Waivers for such expenses from Lessee to cover the following work to be
performed in the Leased Premises:
a. $9,300.00 to repair the warehouse floor.
b. $11,000.00 to repair/replace unit heaters.
c. $1,500.00 to repair man doors.
d. $3,200.00 as a contingency for the above stated work.
Should the actual tenant improvements cost less than the $25,000.00 allocated,
Lessee may elect to allocate the unused portion of the allowance toward other
building improvements subject to Lessor's approval which shall not be
unreasonably withheld.
4. Agency. Capital Associates Realty Advisors ("Capital") is acting
solely as agent for Lessor in connection with the Lease. All of the terms,
provisions, stipulations, covenants and conditions to be performed by Lessor are
undertaken solely as said agent and not personally or individually by Capital.
No personal liability shall be asserted or enforced against Capital or any of
its employees, officers, directors, shareholders or agents by reason of any of
the terms, provisions, stipulations, covenants and conditions contained in the
Lease.
5. Exculpation. Without limitation of any other provision of this
Lease, this Lease is being executed by and on behalf of the Teachers' Retirement
System of the State of Illinois ("TRS"). Neither TRS nor any present or future
officer, director, employee, trustee, member or agent of TRS shall have any
personal liability, directly or indirectly, and recourse shall not be had
against TRS or any such officer, director, employee, trustee, member or agent,
under or in connection with this Lease or any other document or instrument
heretofore or hereafter executed in connection with same. Lessee hereby waives
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and releases any and all such personal liability and recourse. Lessee and its
successors and assigns and all other persons claiming by, through or under
Lessee shall look solely to Lessor's interest in the building of which the
premises is a part with respect to any claim against Lessor arising under or in
connection with this Lease or any other document or instrument heretofore or
hereafter executed in connection with this Lease. The limitation of liability
provided in this section are in addition to, and not in limitation of, any
limitations or liability otherwise set forth herein or applicable to TRS by law
or in any other contract, agreement or instrument.
6. Lessor Liability. Section 40 of the Lease is deleted in its
entirety.
7. Inconsistencies. Any inconsistencies between the Lease and this
Third Amendment shall be resolved in favor of this Third Amendment. Except as
modified herein, the Lease shall remain in full force and effect.
8. Governing Law. This Third Amendment shall be governed by and
construed under the laws of the State of Illinois.
IN WITNESS WHEREOF, this instrument has been duly executed by the
parties hereto, as of the day and year first written above.
LESSOR: LESSEE:
Teachers' Retirement System Xxxxxx Distribution, a
of the State of Illinois by division of Xxxxxx Products,
Capital Associates Realty Ltd., a Delaware corporation
Advisors, its Investment
Manager and Duly Authorized
Agent
By: By:
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Its: Its:
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